Terms Agreement for Discover Card Master Trust I, Series 2001-1 Credit Card Pass-Through Certificates

Contract Categories: Business Finance › Underwriting Agreements
Summary

This agreement, dated December 21, 2000, is between Discover Bank, as the seller, and several underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale of $1,263,158,000 in Discover Card Master Trust I, Series 2001-1 Credit Card Pass-Through Certificates, divided into Class A and Class B. The agreement specifies the purchase price, interest rates, delivery date, and ratings for the certificates. It also states that this document, along with the referenced underwriting agreement, forms the complete agreement for this transaction.

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EX-1.1 2 c59421ex1-1.txt TERMS AGREEMENT 1 EXHIBIT 1.1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: December 21, 2000 To: Discover Bank, as Seller under the Pooling and Servicing Agreement, as amended, dated as of October 1, 1993. Re: Underwriting Agreement dated June 9, 2000 Title: Discover Card Master Trust I, Series 2001-1, Credit Card Pass-Through Certificates, Class A and Class B. Initial Principal Amount of Certificates: $1,263,158,000 Series and Class Designation Schedule: Discover Card Master Trust I, Series 2001-1 $1,200,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2001-1 $63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: January 1, 2001 Certificate Rating: Moody's Investors Standard & Poor's Service, Inc. Ratings Services Class A Aaa AAA Class B A2 A Aggregate outstanding balance of Receivables as of December 1, 2000: $33,817,556,119.54. Date of Series Supplement: January 4, 2001. Certificate Rate: Class A: One-month LIBOR plus 0.22% per annum; and Class B: One-month LIBOR plus 0.55% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.700% of the aggregate principal amount of the Class A Certificates and 99.675% of the aggregate principal amount of the Class B Certificates as of January 4, 2001. The Underwriters will offer the Certificates to the public at a price equal to 100.00% of the aggregate principal amount of the Class A Certificates and 100.00% of the aggregate principal amount of the Class B Certificates. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on January 4, 2001, or at such other time as may be agreed upon in writing. 2 Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Series 2001-1 Certificates. This Terms Agreement may be amended only by written agreement of the parties hereto. Very truly yours, MORGAN STANLEY & CO. INCORPORATED As Representative of the Underwriters named in Schedule I hereto By: /s/ Morgan Stanley & Co. Incorporated Accepted: DISCOVER BANK By: /s/ Discover Bank 3 SCHEDULE I UNDERWRITERS $1,200,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2001-1
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 1,162,500,000 Banc of America Securities LLC $ 12,500,000 Barclays Capital Inc. $ 12,500,000 Dresdner Kleinwort Benson North America LLC $ 12,500,000 Total $ 1,200,000,000 ================
$63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2001-1
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 63,158,000